Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. 2.5.1 Immediately after the Closing, (A) NEBO will furnish to Colonial Stock Transfer Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Shares equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Naviset Shares (other than any Dissenting Shares and NEBO-owned Shares) and (B) NEBO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset Shares for the holder to use in surrendering the certificates which represented his or its Naviset Shares in exchange for a certificate representing the number of NEBO Shares to which he or it is entitled. 2.5.2 NEBO will not pay any dividend or make any distribution on NEBO Shares (with a record date at or after the Closing) to any record holder of outstanding Naviset Shares until the holder surrenders for exchange his or its certificates that represented Naviset Shares. NEBO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO as a dividend or distribution in one or more of the permitted investments approved in writing by NEBO; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Shares as necessary. NEBO may cause the Exchange Agent to pay over to NEBO any net earnings with respect to the investments, and NEBO will replace promptly any cash, which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO may cause the Exchange Agent to return any NEBO Shares and dividends and distributions thereon remaining unclaimed 180 days after the Closing, and thereafter each remaining record holder of outstanding Naviset Shares shall be entitled to look to NEBO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 Immediately after the (i) At Closing, (A) NEBO Parent will furnish to Colonial American Stock Transfer & Trust Company (the "Exchange Agent") a stock certificate certificates representing the Parent Shares referred to in Section2(d)(v) (issued in the name of the Exchange Agent or its nomineerespective Target Stockholders) representing that number of NEBO Parent Shares equal to the product of (Ia) the Exchange Ratio times (IIb) the number of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBO-owned Target Treasury Shares) ), and (B) NEBO provided that Target has, at least two business days before the Effective Time, provided Parent with a list of the names and addresses of the Target Stockholders, Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" C to each record holder of outstanding Naviset Target Shares (other than Dissenting Shares) for the holder to use in surrendering the certificates which represented his or its Naviset Target Shares in exchange for a certificate representing the number of NEBO Parent Shares to which he he, she or it is entitledentitled (exclusive of the Parent Shares deposited with the Escrow Agent pursuant to the Escrow Agreement). 2.5.2 NEBO (ii) Parent will not pay any dividend or make any distribution on NEBO Parent Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Target Shares until the holder surrenders for exchange his or its certificates that represented Naviset SharesTarget. NEBO Parent instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO Parent may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO Parent as a dividend or distribution in one or more of the permitted investments approved in writing by NEBOset forth on Exhibit D attached hereto; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Target Shares as necessary. NEBO Parent may cause the Exchange Agent to pay over to NEBO Parent any net earnings with respect to the investments, and NEBO Parent will replace promptly any cash, cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) Parent may cause the Exchange Agent to return any NEBO Parent Shares and dividends and distributions thereon remaining unclaimed 180 360 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Target Shares shall be entitled to look to NEBO Parent (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Parent Shares and dividends and distributions thereon to which he he, she or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO (iv) Parent shall pay all charges and expenses of the Exchange Agent. (v) Parent shall furnish to the Escrow Agent stock certificate(s) (issued in the name of the Escrow Agent) representing 160,358 Parent Shares, which shall be distributed from escrow on the terms and subject to the conditions of the Escrow Agreement.

Procedure for Payment. 2.5.1 Immediately (i) Promptly after the ClosingEffective Time, (A) NEBO the Buyer will cause the Surviving Corporation to furnish a bank or trust company designated by the Buyer and reasonably acceptable to Colonial Stock Transfer Company the Target (the "Exchange Paying Agent") a stock certificate (issued in with cash sufficient for the name Paying Agent to make prompt payment of the Exchange Agent or its nominee) representing that number of NEBO Shares equal Merger Consideration to the product of (I) the Exchange Ratio times (II) the number all holders of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBOBuyer-owned Shares), upon the surrender of the Target Shares by the holder thereof to the Paying Agent along with a properly executed letter of transmittal (the "Payment Fund") and (B) NEBO the Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in a form and substance reasonably satisfactory to each of the form attached hereto as Exhibit "A" Parties to each record holder of outstanding Naviset Target Shares for the holder to use in surrendering the certificates which represented his his, her or its Naviset Target Shares ("Certificates") against payment of the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable for the Target Shares represented by such Certificate pursuant to Section 2(d)(v). In the event of a certificate representing transfer of ownership of Target Shares which is not registered in the number transfer records of NEBO the Target, payment may be made with respect to such Target Shares to which he such a transferee if the Certificate representing such Target Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. No interest will accrue or it is entitledbe paid to the holder of any outstanding Target Shares. 2.5.2 NEBO will not pay any dividend or make any distribution on NEBO Shares (with a record date at or after the Closingii) to any record holder of outstanding Naviset Shares until the holder surrenders for exchange his or its certificates that represented Naviset Shares. NEBO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Buyer may cause the Exchange Paying Agent to invest any the cash included in the Exchange Agent receives from NEBO as a dividend or distribution Payment Fund in one or more of the permitted investments approved set forth in writing by NEBOthe agreement between the Payment Agent and the Buyer, which agreement shall be in form and substance reasonably satisfactory to each of the Parties; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Paying Agent to make prompt payments payment of cash to the holders of outstanding Naviset Shares Merger Consideration as necessary. NEBO The Buyer may cause the Exchange Paying Agent to pay over to NEBO the Surviving Corporation any net earnings with respect to the investments, and NEBO the Buyer will cause the Surviving Corporation to replace promptly any cash, portion of the Payment Fund which the Exchange Paying Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) The Buyer may cause the Exchange Paying Agent to return pay over to the Surviving Corporation any NEBO Shares portion of the Payment Fund (including any earnings thereon) in excess of $100,000 remaining 60 days after the Effective Time, and dividends and distributions thereon any or all of the Payment Fund (including any earnings thereon) remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Shares after such 180-day period all former shareholders shall be entitled to look to NEBO the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled cash payable upon surrender of his or its their certificates. 2.5.4 NEBO (iv) The Buyer shall cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent.

Procedure for Payment. 2.5.1 (i) Immediately after the ClosingEffective Time, (A) NEBO other than the amount of the Merger Consideration withheld and delivered to the Escrow Agent pursuant to (S) 2(h) below, the Buyer will furnish to Colonial Stock Transfer Company EquiServe Trust Company, N.A. (the "Exchange Agent") a corpus (the "Exchange -------------- -------- Fund") consisting of any cash or Buyer Notes substituted in lieu of ---- Buyer Shares pursuant to (S) 2(d)(v)(B) above and a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Buyer Shares equal to the product of (I) the Exchange Conversion Ratio times (II) the number of outstanding Naviset Company Shares (other than any Dissenting Shares and NEBOBuyer-owned Shares) and (B) NEBO the Buyer will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) reasonably acceptable to the Company, which form shall include (I) the contractual restrictions against the transfer of the Buyer Shares described in (S) 6(j), (II) a representation of the holder of the Buyer Shares as to whether or not such Person is an Accredited Investor, and (III) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit "A" F, to each record holder of outstanding Naviset Company Shares for the holder to use in surrendering the certificates Certificates which represented his or its Naviset Company Shares in exchange for a certificate representing against payment of the number of NEBO Shares to which he or it is entitledMerger Consideration. 2.5.2 NEBO will not pay any dividend or make any distribution on NEBO Shares (with a record date at or after the Closingii) to any record holder of outstanding Naviset Shares until the holder surrenders for exchange his or its certificates that represented Naviset Shares. NEBO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Buyer may cause the Exchange Agent to invest any cash included in the Exchange Agent receives from NEBO as Fund in a dividend or distribution in one or more of the permitted investments approved in writing "AAA" rated interest-bearing account held by NEBOa U.S. financial institution; provided, however, that the terms -------- ------- and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments payment of cash to the holders of outstanding Naviset Shares Merger Consideration as necessary. NEBO The Buyer may cause the Exchange Agent to pay over to NEBO the Surviving Corporation any net earnings with respect to the investments, and NEBO the Buyer will replace promptly any cash, portion of the Exchange Fund which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO may cause the Exchange Agent to return any NEBO Shares and dividends and distributions thereon remaining unclaimed 180 days after the Closing, and thereafter each remaining record holder of outstanding Naviset Shares shall be entitled to look to NEBO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 (i) Immediately after the Closing, (A) NEBO will furnish to Colonial Stock Transfer Company (Effective Time the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Shares equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Naviset Shares (other than any Dissenting Shares and NEBO-owned Shares) and (B) NEBO Parent will cause the Exchange Agent its registrar and transfer agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset TGI Shares for the holder to use in surrendering the certificates which that represented his or its Naviset TGI Shares against delivery of Parent Exchanged Securities. No interest will accrue or be paid to the holder of any outstanding TGI Shares. No fractional shares or rights included in exchange for a certificate representing the Parent Exchanged Securities shall be issued on conversion of TGI Shares, but the number of NEBO shares of Parent Exchanged Securities issued on conversion of TGI Shares shall be rounded up to which he or it is entitledthe nearest whole share. 2.5.2 NEBO (ii) The Parent will not pay any dividend or make any distribution on NEBO Shares Parent Exchanged Securities (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset TGI Shares until the holder surrenders for exchange his or its certificates that which represented Naviset TGI Shares. NEBO The Parent instead will pay the dividend or make the distribution to the Exchange Agent its registrar and transfer agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Parent may cause the Exchange Agent registrar and transfer agent to invest any cash the Exchange Agent registrar and transfer agent receives from NEBO the Parent as a dividend or distribution in one or more of investments designated by the permitted investments approved in writing by NEBOParent; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent registrar and transfer agent to make prompt payments of cash to the holders of outstanding Naviset TGI Shares as necessary. NEBO The Parent may cause the Exchange Agent registrar and transfer agent to pay over to NEBO the Parent any net earnings with respect to the investments, and NEBO the Parent will replace promptly any cash, which cash that the Exchange Agent registrar and transfer agent loses through investments. In no event, however, will any holder of outstanding Naviset TGI Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) The Parent may cause the Exchange Agent registrar and transfer agent to return any NEBO Shares Parent Exchanged Securities and dividends and distributions thereon remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset TGI Shares shall be entitled to look to NEBO the Parent (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Shares Parent Exchanged Securities and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO (iv) The Parent shall pay all charges and expenses of the Exchange Agentregistrar and transfer agent.

Procedure for Payment. 2.5.1 (i) Immediately after the ClosingEffective Time, (A) NEBO I-Trax will furnish to Colonial Stock Transfer Company an entity that the Parties shall mutually designate (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO I-Trax Shares equal to the product of (I) the Exchange Conversion Ratio times (II) the number of outstanding Naviset Member-Link Shares (other than any Dissenting Shares and NEBOMember-Link-owned Shares) and (B) NEBO I-Trax will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset Member-Link Shares for the holder to use in surrendering the certificates which represented his or its Naviset Member-Link Shares in exchange for a certificate representing the number of NEBO I-Trax Shares to which he or it is entitled. 2.5.2 NEBO (ii) I-Trax will not pay any dividend or make any distribution on NEBO I-Trax Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Member-Link Shares until the holder surrenders for exchange his or its certificates that which represented Naviset Member-Link Shares. NEBO I-Trax instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO I-Trax may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO I-Trax as a dividend or distribution in one or more of investments which the permitted investments approved in writing by NEBOParties shall mutually select; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Member-Link Shares as necessary. NEBO I-Trax may cause the Exchange Agent to pay over to NEBO I-Trax any net earnings with respect to the investments, and NEBO I-Trax will replace promptly any cash, cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Member-Link Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) I-Trax may cause the Exchange Agent to return any NEBO I-Trax Shares and dividends and distributions thereon remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Member-Link Shares shall be entitled to look to NEBO I-Trax (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO I-Trax Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO (iv) I-Trax shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 (i) The Merger Consideration shall be payable to the Target Stockholders in accordance with the provisions of the form of the secured promissory note (the "Promissory Note") attached hereto as Exhibit 2(e)(i)(a) and the form of Pledge and Security Agreement ("Security Agreement") attached hereto as Exhibit 2(e)(i)(b). The Merger Consideration shall be allocated among the Target Stockholders in proportion to their respective holdings of Target Shares as set forth on the Disclosure Schedule. (ii) Immediately after the ClosingEffective Time, (A) NEBO the Buyer will furnish to Colonial Illinois Stock Transfer Company of Chicago, Illinois (the "Exchange Agent") a stock certificate certificates (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Buyer Common Shares equal to the product of (I) the Exchange Conversion Ratio times (II) the number of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBOBuyer-owned Shares) and (B) NEBO will the Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset Target Shares for the holder to use in surrendering the certificates which represented his or its Naviset Target Shares in exchange for a certificate representing the number of NEBO Buyer Common Shares to which he or it is entitled. 2.5.2 NEBO will (iii) The Buyer shall not pay any dividend or make any distribution on NEBO Buyer Common Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Target Shares until the holder surrenders for exchange his or its certificates that which represented Naviset Target Shares. NEBO The Buyer instead will shall pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Buyer may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO the Buyer as a dividend or distribution in one or more of the investments permitted investments approved in writing by NEBOof banks and transfer companies; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Target Shares as necessary. NEBO The Buyer may cause the Exchange Agent to pay over to NEBO the Buyer any net earnings with respect to the investments, and NEBO will the Buyer shall replace promptly any cash, cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iv) The Buyer may cause the Exchange Agent to return any NEBO Buyer Common Shares and dividends and distributions thereon remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Target Shares shall be entitled to look to NEBO the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Buyer Common Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its her certificates. 2.5.4 NEBO (v) The Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 (i) Immediately after the ClosingEffective Time, (A) NEBO the Buyer will furnish to Colonial Stock Transfer Company Xxxxx Xxxxxx Shareholder Services (the "Exchange Agent") a stock certificate (issued in the name of instructions directing the Exchange Agent or its nomineeto issue to each Target Shareholder (other than holders of Dissenting Shares and Buyer-owned Shares) representing that number their pro rata share of NEBO Buyer Shares equal to the product of (I) the Exchange Conversion Ratio times (II) the number of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBO-owned Shares) such stockholder owns, and (B) NEBO the Buyer will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" C to each record holder of outstanding Naviset Target Shares for the holder to use in surrendering the certificates which represented his his, her, or its Naviset Target Shares in exchange for a certificate representing the number of NEBO Buyer Shares to which he he, she, or it is entitled. 2.5.2 NEBO (ii) The Buyer will not pay any dividend or make any distribution on NEBO Buyer Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Target Shares until the holder surrenders for exchange his his, her, or its certificates that which represented Naviset Target Shares. NEBO The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Buyer may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO the Buyer as a dividend or distribution in one or more of the permitted investments approved in writing by NEBOset forth on Exhibit D attached hereto; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Target Shares as necessary. NEBO The Buyer may cause the Exchange Agent to pay over to NEBO the Buyer any net earnings with respect to the investments, and NEBO the Buyer will replace promptly any cash, cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) The Buyer may cause the Exchange Agent to return any NEBO Buyer Shares and dividends and distributions thereon remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Target Shares shall be entitled to look to NEBO the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Buyer Shares and dividends and distributions thereon to which he he, she, or it is entitled upon surrender of his his, her, or its certificates. 2.5.4 NEBO (iv) The Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 (i) Immediately after the ClosingEffective Time, (A) NEBO the Buyer will furnish to Colonial Illinois Stock Transfer Company of Chicago, Illinois (the "Exchange Agent") a stock certificate certificates (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Buyer Shares equal to the product of (I) the Exchange Conversion Ratio times (II) the number of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBOBuyer-owned Shares) and (B) NEBO will the Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset Target Shares for the holder to use in surrendering the certificates which represented his or its Naviset Target Shares in exchange for a certificate representing the number of NEBO Buyer Shares to which he or it is entitled. 2.5.2 NEBO will (ii) The Buyer shall not pay any dividend or make any distribution on NEBO Buyer Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Target Shares until the holder surrenders for exchange his or its certificates that which represented Naviset Target Shares. NEBO The Buyer instead will shall pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO The Buyer may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO the Buyer as a dividend or distribution in one or more of the investments permitted investments approved in writing by NEBOof banks and transfer companies; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Target Shares as necessary. NEBO The Buyer may cause the Exchange Agent to pay over to NEBO the Buyer any net earnings with respect to the investments, and NEBO will the Buyer shall replace promptly any cash, cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO (iii) The Buyer may cause the Exchange Agent to return any NEBO Buyer Shares and dividends and distributions thereon remaining unclaimed 180 days after the ClosingEffective Time, and thereafter each remaining record holder of outstanding Naviset Target Shares shall be entitled to look to NEBO the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Buyer Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO (iv) The Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. 2.5.1 (i) Immediately after the ClosingEffective Time, (A) NEBO the Acquiror will furnish to Colonial Stock Transfer Company ChaseMellon Shareholder Services (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Acquiror Shares equal to the product of (I) the Exchange Ratio Share Consideration times (II) the number of outstanding Naviset Target Shares (other than any Dissenting Shares and NEBOAcquiror-owned Shares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares), and (B) NEBO the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form reflecting the form attached hereto as Exhibit "A" terms of the Merger to each record holder of outstanding Naviset Target Shares for the holder to use in surrendering the certificates which represented his or its Naviset Target Shares in exchange for a certificate representing the number of NEBO Acquiror Shares and a check for the amount of cash (if any) to which he or it is entitled, plus cash in lieu of fractional shares (if any). Certificates representing securities held by an Affiliate of the Target shall not be exchanged until the Acquiror has received an agreement from such Affiliate in the form of Exhibit B hereto. 2.5.2 NEBO (ii) The Acquiror will not pay any dividend or make any distribution on NEBO Acquiror Shares (with a record date at or after the ClosingEffective Time) to any record holder of outstanding Naviset Target Shares until the holder surrenders for exchange his or its certificates that which represented Naviset Target Shares. NEBO The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. NEBO may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO as a dividend or distribution in one or more of the permitted investments approved in writing by NEBO; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Naviset Shares as necessary. NEBO may cause the Exchange Agent to pay over to NEBO any net earnings with respect to the investments, and NEBO will replace promptly any cash, which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO may cause the Exchange Agent to return any NEBO Shares and dividends and distributions thereon remaining unclaimed 180 days after the Closing, and thereafter each remaining record holder of outstanding Naviset Shares shall be entitled to look to NEBO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. 2.5.4 NEBO shall pay all charges and expenses of the Exchange Agent.The

Procedure for Payment. 2.5.1 Immediately after (i) The parties agree that U.S. Bank, N.A. or another exchange agent acceptable to Parent and the Company (the “Exchange Agent”) shall act as exchange agent with respect to the Transactions contemplated by this Agreement pursuant to the terms and conditions of an exchange agent agreement by and among the Company, the Stockholder Representative, the Parent, and the Exchange Agent, in the form to be mutually agreed upon (the “Exchange Agent Agreement”), which shall be entered into by the parties thereto on the Closing Date. (ii) At the Closing, (A) NEBO Parent will furnish deposit, or cause to Colonial Stock Transfer Company (the "Exchange Agent") a stock certificate (issued in the name of be deposited with the Exchange Agent or its nominee) representing that number in cash an amount sufficient in the aggregate for the Exchange Agent to make full payment of NEBO Shares equal the amounts in cash due to the product holders of (I) all of the Exchange Ratio times (II) the number of outstanding Naviset Company Shares (other than any Dissenting Shares and NEBOParent-owned Shares) and Company Warrants at Closing (B) NEBO Parent will deposit, or cause to be deposited, with the Exchange Agent stock certificates representing the number of shares of Parent Common Stock sufficient in the aggregate for the Exchange Agent to make full payment of the amounts in shares of Parent Common Stock due to the holders of the outstanding Company Shares (other than any Dissenting Shares and Parent-owned Shares) and Company Warrants at Closing (the cash and shares deposited with the Exchange Agent in accordance with clauses (A) and (B) above, the “Payment Fund”) and (C) Parent will cause the Exchange Agent to mail (1) a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" reasonably acceptable to the Parties to each record holder of outstanding Naviset Company Shares for the holder to use in surrendering the certificates which that represented his his, her, or its Naviset Company Shares in exchange for against payment of the amount due such holder and (2) a certificate representing the number letter of NEBO Shares to which he or it is entitled. 2.5.2 NEBO will not pay any dividend or make any distribution on NEBO Shares transmittal (with a record date at or after instructions for its use) in the Closing) form reasonably acceptable to any the Parties to each record holder of outstanding Naviset Shares until Company Warrants for the holder surrenders for exchange his to use in surrendering the instruments that represented his, her or its Company Warrants against payment of the amount due such holder. Upon surrender of original certificates that represented Naviset Shares. NEBO instead will pay the dividend by a holder representing his, her, or make the distribution its Company Shares for cancellation to the Exchange Agent Agent, together with a letter of transmittal, duly completed and validly executed in trust for accordance with the benefit of the holder pending surrender instructions thereto, and exchange. NEBO such other documents as may cause reasonably be required by the Exchange Agent to invest (including any cash the Exchange Agent receives from NEBO as a dividend required Internal Revenue Service Form W-9 or distribution in one or more of the permitted investments approved in writing by NEBO; providedForm W-8), however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of such certificates shall be entitled to receive in exchange therefor a check or wire transfer in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2(e)(vi) (subject to any applicable withholding Tax as specified in Section 2(n), and the certificates so surrendered shall forthwith be cancelled. No interest will accrue or be paid to the holder of any outstanding Naviset Shares Company Shares. (iii) The Exchange Agent shall hold the cash in the Payment Fund in trust and pay out such cash in accordance with this Section 2. Any interest produced by cash deposited into the Payment Fund shall be payable to the Surviving Corporation or Parent, as necessary. NEBO directed by Parent. (iv) Parent may cause the Exchange Agent to pay over to NEBO Surviving Corporation any net earnings with respect to portion of the investments, and NEBO will replace promptly any cash, which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 2.5.3 NEBO may cause the Exchange Agent to return any NEBO Shares and dividends and distributions thereon Payment Fund remaining unclaimed 180 days five (5) Business Days after the Closingfirst anniversary of the Effective Time, and thereafter each remaining record holder of outstanding Naviset Shares all former stockholders shall be entitled to look to NEBO Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled cash upon surrender of his or its their certificates. 2.5.4 NEBO (v) Parent shall pay, or cause Surviving Corporation to pay, 50% of all charges and expenses of the Exchange Agent and the Company shall pay 50% of all charges and expenses of the Exchange Agent, with the Company’s payment being paid out of the Reserve Fund.